TKLF 6-K
Tokyo Lifestyle Co., Ltd. (TKLF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2022
Commission File Number: 001-41181
Yoshitsu Co., Ltd
Harumi Building, 2-5-9 Kotobashi,
Sumida-ku, Tokyo, 130-0022
Japan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Convocation of Annual General Meeting of Shareholdersof Yoshitsu Co., Ltd for Fiscal Year 2021
In accordance with the rules and regulations of the Japanese Companies Act, Yoshitsu Co., Ltd has sent a notice and accompanying information, including proxy instructions, to all holders of its ordinary shares and American Depositary Shares with respect to its 16th Annual General Meeting to be held in Tokyo, Japan on June 27, 2022. A complete copy of the notice is attached as Exhibit 99.1.
The notice furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Yoshitsu Co., Ltd | ||
|---|---|---|
| Date: June 9, 2022 | By: | /s/ Mei Kanayama |
| Name: | Mei Kanayama | |
| Title: | Representative Director and Director<br><br>(Principal Executive Officer) |
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Notice of the 16th Ordinary General Meeting of Shareholders to be held on June 27, 2022 |
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Exhibit 99.1
[This is an English translation of the original issued in Japanese]
| 【Note】 | The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. |
|---|
Ticker: TKLF
June 9, 2022
| Mei<br> Kanayama |
|---|
| Representative<br> Director and Director<br><br> (Principal Executive Officer) |
| Yoshitsu Co., Ltd |
| Harumi<br> Building |
| 2-5-9<br> Kotobashi, Sumida-ku, |
| Tokyo,<br> Japan, 130-0022 |
Noticeof the 16th Ordinary General Meeting of Shareholders to be held on June 27, 2022
Dear Shareholders:
We inform you that the 16th Ordinary General Meeting of Shareholders of Yoshitsu Co., Ltd (the “Company”) will be held at the Head Office of the Company (Harumi Building, 2-5-9 Kotobashi, Sumida-ku, Tokyo, Japan) on Monday, June 27, 2022 at 11:00 a.m., Japan Standard Time, for the purposes listed below. You are cordially requested to avoid attending the meeting to the extent possible this year to prevent the spread of the novel coronavirus disease (COVID-19) and to exercise your voting rights by mail or by instructing the depositary to vote the ordinary shares on your behalf prior to the meeting (in writing). Therefore, please review the attached Reference Documents for General Meeting of Shareholders, and kindly exercise your voting rights prior to 4:30 p.m., Japan Standard Time, on Friday, June 24, 2022.
Detailsof the Meeting
| 1. | Date and time: Monday, June 27, 2022 at 11:00 a.m. (Reception commences at 10:00 a.m.), Japan Standard Time, |
|---|---|
| 2. | Venue: Head Office of the Company (Harumi Building, 2-5-9 Kotobashi, Sumida-ku, Tokyo, Japan) |
| --- | --- |
| 3. | Agenda: |
| --- | --- |
Mattersto be reported:
The Business Report and the Non-Consolidated (Audited) Financial Statements, and Report on the Results of the Audit of the Non-Consolidated (Audited) Financial Statements by the Accounting Auditor and the Board of Corporate Auditors for the 16th fiscal year (from April 1, 2021 to March 31, 2022), which financial statements were based upon our statutory financial results as prepared in accordance with Japanese GAAP. These results may differ in material respects from the audited consolidated financial results under U.S. GAAP that will be reported at a later date and included in our Annual Report on Form 20-F, which will be filed with the U.S. Securities and Exchange Commission and will be available at www.sec.gov. The discussion of the Japanese GAAP is presented to our shareholders and American Depository Share (“ADS”) holders solely in accordance with requirements under the Japanese Companies Act in connection with our Annual Meeting.
Matterto be resolved:
**Proposal:**To elect one (1) Corporate Auditor
Recommendationof the Board
Our Board of Directors unanimously recommends that the shareholders or ADS holders vote “FOR” the proposal above.
The outline of the agenda is as described in the following “Reference Materials Concerning Solicitation of Proxy Voting Rights.”
| * | If<br> you attend the meeting in person, please submit the enclosed voting form at the reception desk at the meeting location on the day<br> of the meeting. |
|---|---|
| * | Please<br> note that only shareholders of the Company as of the record date (March 31, 2022) can attend the meeting. |
| --- | --- |
| * | Should<br> any change need to be made to the Reference Documents for General Meeting of Shareholders, Business Report, or Non-Consolidated Audited<br> Financial Statements, such changes shall be posted on the website of the Company (https://www.ystbek.co.jp/irystbek). |
| --- | --- |
| * | For<br> voting results, an extraordinary report shall be posted on the website of the Company in place of the Notice of Resolutions. Information<br> in English will be posted on our English website. |
| --- | --- |
| * | We<br> will take appropriate measures to prevent the spread of COVID-19 according to the circumstance on the day of the meeting. Should<br> any significant change need to be made to the operation of the meeting in response to circumstances, such changes shall be posted<br> on the website of the Company. Please check the updated information on our English website. |
| --- | --- |
| * | If<br> you are a holder of our ADSs, each of which represents one ordinary share of the Company, you may instruct the depositary how to<br> vote the number of deposited shares your ADSs represent. The Reference Materials Concerning Solicitation of Proxy Voting Rights accompanying<br> this Notice shall describe the matters to be voted on and explain how you, as an ADS holder, may instruct the depositary how to vote.<br> For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as<br> practical, subject to the laws of Japan and the provisions of our articles of incorporation or similar documents, to vote or to have<br> its agents vote the ordinary shares as instructed by you. |
| --- | --- |
| * | The<br> depositary will not exercise any discretion in voting the ordinary shares and it will only vote or attempt to vote as instructed,<br> with the exception that, under certain circumstances, the depositary may give a discretionary proxy to a person designated by us<br> to vote the number of ADSs of certain ADS holders. |
| --- | --- |
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ReferenceDocuments for General Meeting of Shareholders
1.Proposal and Reference Information
Proposal:To elect one (1) Corporate Auditor
Mr. Xu Wang, Corporate Auditor, will retire from the position of Corporate Auditor at the conclusion of this shareholders meeting. Accordingly, we are seeking to elect one (1) Corporate Auditor. The Board of Corporate Auditors has given its consent to this proposal. The nominee for Corporate Auditor is as described below.
| Name<br><br> <br>(Date of Birth) | Biography, Position, Responsibilities, and Significant Concurrent Positions | Number of Shares Held |
|---|---|---|
| Tadao Iwamatsu<br><br> <br>(May 13, 1975) | April 1999: Joined Iwai<br> Co., Ltd.<br><br> <br>September 2005: Resigned<br> from Iwai Co., Ltd.<br><br> <br>October 2005: Joined<br> IPPONDO Co., Ltd.<br><br> <br>June 2006: Resigned from<br> IPPONDO Co., Ltd.<br><br> <br>October 2006: Joined<br> SHOP99 Co., Ltd.<br><br> <br>October 2007: Resigned<br> from SHOP99 Co., Ltd.<br><br> <br>December 2007: Joined<br> Universal Drugstore Co., Ltd<br><br> <br>January 2017: Resigned<br> from Universal Drugstore Co., Ltd<br><br> <br>February 2017: Joined<br> Yoshitsu Co., Ltd<br><br> <br><br><br> <br>(Significant Concurrent<br> Positions)<br><br> <br>There are no significant<br> concurrent positions. | NIL |
| * | There<br>is no special interest between Mr. Tadao Iwamatsu and the Company. | |
| --- | --- | |
| * | The<br>Company has obtained the consent of Mr. Tadao Iwamatsu to assume the office, subject to the approval of this agenda. | |
| --- | --- | |
| * | In<br>the event of his election as a Corporate Auditor, the Company plans to enter into an agreement with him, pursuant to Article 427.1 of<br>the Japanese Companies Act and the Company’s Articles of Incorporation, to limit his liability for damages under Article 423.1<br>of the Japanese Companies Act to the higher of an amount of JPY1 million or the minimum amount stipulated by laws and regulations, provided<br>that he has performed his duties in good faith and without gross negligence. | |
| --- | --- | |
| * | The<br>Company has concluded a directors and officers liability insurance policy that includes all Corporate Auditors as insureds. This policy<br>covers the Company’s Corporate Auditors who are insured for damages in the event that they are held liable for damages arising<br>from their duties. Upon Mr. Tadao Iwamatsu’s election and assumption of office, he will become an insured under such insurance<br>policy, which will be renewed during his term of office with the same terms and conditions. | |
| --- | --- |
BoardRecommendation
Our Board of Directors unanimously recommends that you vote “FOR” this proposal.
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FiscalYear 2021 Business Report
From April 1, 2021 to March 31, 2022
StatutoryFinancial Statements Prepared in Accordance with Japanese GAAP
Note:The statutory financial statements on the following pages have been prepared in accordance with Japanese GAAP. These results may differin material respects from our audited consolidated financial results under U.S. GAAP that will be reported at a later date and includedin our Annual Report on Form 20-F, which will be filed with the U.S. Securities and Exchange Commission and available at www.sec.gov.The attached financial statements are provided to our shareholders and ADS holders solely in accordance with requirements under the JapaneseCompanies Act in connection with our Annual Meeting.
1.Current Status of the Company
| (1) | Business<br>Progress and Results |
|---|
As a result of efforts to balance the prevention of the spread of the COVID-19 infection with economic activities, the global economy showed a gradual recovery mainly in Europe and the U.S. during the current fiscal year. On the other hand, the inbound market in Japan remained in a prolonged state of stagnation due to a drop in the number of foreign visitors to Japan. In addition, the outlook remains uncertain, as international tensions that began in the second half of the fiscal year and China’s zero-COVID policy have had a major impact on international logistics, and the accompanying effects on the domestic and overseas economies must be closely monitored.
Under these circumstances, we realized the IPO on the NASDAQ market in the U.S. in January 2022. We are striving to continually enhance our social and economic value by providing competitive, high-quality products and services in both the B to C and B to B fields globally.
As a result, the Company's net sales for the current fiscal year were 25,655,250,000 yen (increased by 9.3% as compared to the same period of the previous year), operating income was 706,742,000 yen (decreased by 44.0% as compared to the same period of the previous year), and ordinary income was 486,715,000 yen (decreased by 48.0% as compared to the same period of the previous year).
| (2) | Financing |
|---|---|
| ① | The Company<br>procured 840,000,000 yen in syndicated loans led by MUFG Bank, Ltd. and Mizuho Bank, Ltd. to fund warehouse construction and land<br>acquisition. |
| --- | --- |
| ② | The<br>Company established a syndicated loan facility of 7,500,000,000 yen with MUFG Bank, Ltd. and Mizuho Bank, Ltd. as lead managers, to provide<br>for working capital needs. |
| --- | --- |
| ③ | The<br>Company raised 1,000,000,000 yen from Mezzanine Solution No. 4 Investment Limited Liability Partnership to be used for capital expenditures. |
| --- | --- |
| ④ | The Company raised<br>funds in the amount of 2,619,948,000 yen by issuing American Depository Shares on the NASDAQ market in the U.S., mainly to fund capital<br>expenditures. |
| --- | --- |
| (3) | Capital<br>Investment |
|---|
Capital investment during the period totaled 721,221,000 yen, and the main items of which are as follows:
New logistics warehouse (Koshigaya-shi, Saitama) completed in September 2021.
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| (4) | Changes<br>in Assets and Profit and Loss |
|---|
(Unit: thousand yen)
| Fiscal year<br><br> ended<br><br> March 31,<br><br> 2019) | Fiscal year<br><br> ended<br><br> March 31,<br><br> 2020) | Fiscal year<br><br> ended<br><br> March 31,<br><br> 2021) | Fiscal year<br><br> ended<br><br> March 31,<br><br> 2022) | |||||
|---|---|---|---|---|---|---|---|---|
| Net sales | 10,700,962 | 15,169,433 | 23,480,468 | 25,655,250 | ||||
| Ordinary income | 657,970 | 830,230 | 936,477 | 486,715 | ||||
| Net income | 384,815 | 540,074 | 556,209 | 192,523 | ||||
| Net income per share (yen) | 38,870 | 54,553 | 5,984 | 5 | ||||
| Total assets | 7,266,333 | 9,869,635 | 12,394,392 | 14,860,428 | ||||
| Net assets | 1,337,561 | 1,877,636 | 2,583,847 | 5,628,047 | ||||
| * | Net<br>income per share is calculated based on the number of shares outstanding at the end of the period. | |||||||
| --- | --- |
| (5) | Tasks<br>to be untaken by management |
|---|
Although the global situation and business environment are expected to change drastically in the future due to the impact of the new coronavirus infection, we will focus on actions that prioritize the safety of our customers, employees, and other stakeholders, respond quickly and appropriately to the ever-changing situation, and strive to become a company that can support the global economy as befits a company listed on NASDAQ in the United States.
Our priority business and financial tasks to be addressed are as follows:
| ① | Improvement<br>and stabilization of financials |
|---|
Through proper financial analysis, we will work to create a financial management system that enables us to quantitatively assess our company and the issues we face, and to strive for improvement.
| ② | Maintaining<br>and developing excellent human resources |
|---|
As we continually accelerate our business growth, we believe that securing and developing excellent human resources is an important issue. We will continue to hire excellent human resources, both new graduates and mid-career hires, and expand our training system to develop human resources with high level knowledge and skills.
| ③ | Corresponding<br>measures to the COVID-19 infection |
|---|
We consider the safety of our customers, business partners, and employees to be our highest priority, and we are working to prevent infection and the spread of infection by thoroughly managing the physical condition of our employees, limiting business travel, reviewing work schedules, and introducing web conferencing. We will continue to strengthen our organizational structure to quickly detect and flexibly respond to such changes in the environment.
In order to overcome the above issues, the entire company will make a concerted effort. We would like to ask our shareholders for further guidance and encouragement.
| (6) | Major<br>businesses (As of March 31, 2022) |
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Management of drugstores in Japan
Global EC stores operation and management
Domestic and foreign wholesale
| (7) | Principal<br>offices and stores |
|---|---|
| Headquarters | 2-5-9 Koto-bashi, Sumida-ku, Tokyo |
| --- | --- |
| Tokyo Sales Dept. | 16F Harumi Island Triton Square Office Tower W, 1-8-8 Harumi, Chuo-ku, Tokyo |
| Saitama Center | 3-1-5 Ryutsu Danchi, Koshigaya-shi, Saitama |
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Names and locations of physical stores are as follows:
| Store Name | Location | Store Name | Location | |
|---|---|---|---|---|
| Kameido Store | Koto-ku, Tokyo | Koshigaya Ryutsu-Danchi Store | Koshigaya-shi, Saitama | |
| Hirai Store | Edogawa-ku, Tokyo | Quizgate Urawa Store | Urawa-shi, Saitama | |
| Koiwa Store | Edogawa-ku, Tokyo | Yokohama Chinatown Store | Yokohama-shi, Kanagawa | |
| Suidobashi-Ekimae Store | Chiyoda-ku, Tokyo | Kamata Store | Ota-ku, Tokyo | |
| Shinbashi Store | Minato-ku, Tokyo | Hakuba Store | Hakuba-mura, Nagano | |
| (8) | Employees<br>(As of March 31, 2022) | |||
| --- | --- | |||
| Number of Employees | Increase or decrease <br><br>from the previous period | Average age | Average number of years of attendance | |
| --- | --- | --- | --- | |
| 146 | Increased by 17 | About 36 years old | 3 years and 1 month | |
| * | The number of employees includes part-time employees (71). | |||
| --- | --- | |||
| (9) | Significant<br>parent company and subsidiary | |||
| --- | --- | |||
| ① | Status<br>of the parent company Not applicable. | |||
| --- | --- | |||
| ② | Status<br>of subsidiary | |||
| --- | --- | |||
| Company Name | Location | Capital stock | Business | Investment Ratio |
| --- | --- | --- | --- | --- |
| Tokyo Lifestyle Co., Ltd. | Tokyo | 5,000,000 yen | Wholesale business | 100% |
| (10) | Major<br>borrowings (As of March 31, 2022) | |||
| --- | --- |
(Unit: thousand yen)
| Financial institutions | Balance of borrowings | |
|---|---|---|
| Mizuho Bank, Ltd | 1,355,166 | |
| MUFG Bank, Ltd | 1,055,166 | |
| Mezzanine Solution No. 4 Investment Limited Partnership | 1,000,000 | |
| Resona Bank, Ltd | 666,666 | |
| Sumitomo Mitsui Banking Corporation | 400,000 |
2.Stock information (As of March 31, 2022)
| ① | Total<br>number of authorized shares: | 100,000,000 | ||
|---|---|---|---|---|
| ② | Total<br>number of shares issued and outstanding: | 36,250,054 | ||
| ③ | Number<br>of shareholders: | 6 | ||
| ④ | Major<br>Shareholders are as follows: | |||
| Names of shareholders | Number of shares | Percentage of shares (%) | ||
| --- | --- | --- | --- | --- |
| Tokushin Goudou Kaisha | 16,838,350 | 46.45 | ||
| Mei Kanayama | 7,216,436 | 19.91 | ||
| THE BANK OF NEW YORK MELLON | 6,250,000 | 17.24 | ||
| * | THE<br>BANK OF NEW YORK MELLON is a depository that issues American Depository Receipts (ADRs). | |||
| --- | --- |
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3.Matters related to warrants of the Company (As of March 31, 2022)
The total number of warrants, etc. as of the end of the current fiscal year is as follows:
| ① | Total<br>number of warrants: 300,000 |
|---|---|
| ② | Class<br>and number of shares to be issued upon exercise of stock warrants rights: |
| --- | --- |
300,000 of our ordinary shares represented by American Depositary Shares in the United States
| ③ | Allottee<br>of warrants rights: Univest Securities, LLC |
|---|
4.Matters Relating to Corporate Officers (As of March 31, 2022)
(1) Directors and Auditors
| Position | Name | Responsibilities and Important Concurrent Positions |
|---|---|---|
| President and Representative Director | Mei Kanayama | President and Chief Executive Officer <br>Representative Director, Tokyo Lifestyle Co. Ltd <br>Director, Palpito Co., Ltd. |
| Director | Sen Uehara | Executive Officer, Sales Department, Store Development <br><br>Department, Product Management Department, Sales <br><br>Department, Logistics Department |
| Director and Corporate Officer (Principal Accounting and Financial Officer) | Yoichiro Haga | Executive Officer, Accounting Dept. |
| Director | Tetsuya Sato | CFO, RSK Co., Ltd <br>President, WDM Co., Ltd |
| Director | Yoji Takenaka | Lawyer |
| Director | Yukihisa Kitamura | Board of Trustees of Josai University |
| Auditor | Xu Wang | None |
| Auditor | Keiichi Kimura | Certified Administrative Procedures Legal Specialist |
| Auditor | Junji Sato | Director, Seihinkokusai Co., Ltd. |
| * | 1. | Director Tetsuya Sato, Yoji Takenaka and Yukihisa Kitamura are independent directors as defined in Article 2, Item 15 of the Companies<br>Act. |
| --- | --- | --- |
| 2. | Auditor<br>Keiichi Kimura and Junji Sato are independent corporate auditors as stipulated in Article 2, Item 16 of the Companies Act. | |
| --- | --- | |
| (2) | Total amount of remuneration, etc. of directors and corporate auditors<br>for the current fiscal year | |
| --- | --- |
(Unit: thousand yen)
| Total amount of remuneration, etc. by type | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Position | Number of members | Total amount of compensation, etc. | Monetary reward | Performance-Linked <br>Compensation, etc. | Non-monetary <br>Compensation, etc. | |||||||||
| Directors <br>(Independent directors) | 6<br><br>(3 | ) | 75,000<br><br>(9,600 | ) | 75,000 (9,600 | ) | -<br><br> <br>(- | ) | -<br><br> <br>(- | ) | ||||
| Auditors <br>(Independent auditors) | 3<br><br>(2 | ) | 10,200<br><br>(360 | ) | 10,200<br><br>(360 | ) | -<br><br> <br>(- | ) | -<br><br> <br>(- | ) | ||||
| Total | 9<br><br>(5 | ) | 85,200<br><br>(9,960 | ) | 85,200 (9,960 | ) | -<br><br> <br>(- | ) | -<br><br> <br>(- | ) | ||||
| * | 1. | The<br>maximum amount of remuneration for Directors was resolved at the Ordinary General Meeting of Shareholders held on May 26, 2021 to be<br>150,000,000 yen per year. | ||||||||||||
| --- | --- | --- | ||||||||||||
| 2. | The<br>maximum amount of remuneration for corporate auditors was resolved at the Extraordinary General Meeting of Shareholders held on October<br>19, 2021 to be 30,000,000 yen per year. | |||||||||||||
| --- | --- |
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5.Accounting Auditors (As of March 31, 2022)
| (1) | Name: |
|---|---|
| Shine | Wing<br>Japan LLC |
| --- | --- |
| (2) | Amount<br>of compensation, etc. |
| --- | --- |
Amount of remuneration, etc. for services stipulated in Article 2, Paragraph 1 of the Certified Public Accountants Act (Act No. 103 of 1948): 10,150,000 yen.
6.System to ensure the appropriateness of business operations (As of March 31, 2022)
| (1) | System to ensure that the<br> execution of duties by directors and employees complies with laws and regulations and the Articles of<br> Incorporation： |
|---|---|
| ① | Directors<br>of the Company and its subsidiaries shall comply with laws, regulations, and the Articles of Incorporation and promote the establishment<br>of a compliance system. |
| --- | --- |
| ② | Directors<br>of the company and its subsidiaries shall establish a compliance system to ensure that employees comply with laws, regulations, and the<br>Articles of Incorporation, and shall manage and supervise the status of compliance with such laws, regulations, and the Articles of Incorporation. |
| --- | --- |
| ③ | Corporate<br>auditors shall investigate the status of the compliance system and whether or not there are any problems with laws, regulations, and<br>the Articles of Incorporation, and report to the Board of Directors. The Board of Directors shall periodically review the compliance<br>system to identify problems and make improvements. |
| --- | --- |
| ④ | The<br>Company shall establish regulations concerning whistle-blowing, and shall establish an internal reporting system to promptly report and<br>consult with directors and employees of the Company and its subsidiaries in the event that they discover any suspected violation of laws<br>and regulations, etc. |
| --- | --- |
| (2) | System<br>for the storage and management of information related to the execution of duties by directors |
| --- | --- |
| ① | Information<br>related to the execution of duties by Directors shall be prepared and stored in accordance with laws, regulations, and internal rules,<br>and managed in a manner that allows access by directors, corporate auditors, and accounting auditors as necessary. |
| --- | --- |
| ② | The<br>status of preparation, storage, and management of information related to the execution of duties by directors shall be subject to audit<br>by corporate auditors. |
| --- | --- |
| (3) | Regulations<br>and other systems for managing the risk of loss |
| --- | --- |
| ① | The<br>Company shall formulate the Risk Management Basic Regulations as the basis of the risk management system for the entire group, and establish<br>a risk management system in accordance with the said Regulations. In the event of an unforeseen event, the Company shall establish a<br>Risk Management Committee chaired by the President and Representative Director, which shall take prompt action with the advice of legal<br>counsel and others, and establish a system to prevent and minimize the spread of damage. |
| --- | --- |
| ② | Directors<br>and employees shall organize the contents of their respective departments’ risk management responsibilities, identify, analyze, and evaluate<br>inherent risks, consider and implement appropriate countermeasures, and periodically review the status of such risk management. |
| --- | --- |
| ③ | Corporate<br>auditors shall audit the risk management status of each department and report the results to the Board of Directors. The Board of Directors<br>shall periodically review the risk management system to identify problems and make improvements. |
| --- | --- |
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| (4) | System<br>to ensure that directors execute their duties efficiently |
|---|---|
| ① | Aiming<br>to increase corporate value, the Company shall work to achieve its goals based on a business plan formulated with its corporate philosophy<br>as the axis, and shall manage the progress of its activities. |
| --- | --- |
| ② | As<br>a basis of the system to ensure the efficient execution of duties by directors, regular meetings of the Board of Directors (once a month)<br>and extraordinary meetings of the Board of Directors shall be held as necessary. |
| --- | --- |
| ③ | The<br>Company shall establish various internal rules, including rules on segregation of duties and rules on administrative authority and decision-making<br>authority, to clarify the authority and responsibilities of each officer and director, and establish a system to ensure appropriate and<br>efficient execution of duties. |
| --- | --- |
| ④ | The<br>Company shall also supervise its subsidiaries to maintain a balance in the establishment and operation of internal control systems with<br>ensuring efficiency and promptness in the execution of duties by the directors. |
| --- | --- |
| (5) | System<br>to ensure the appropriateness of operations of the corporate group consisting of the Company and its subsidiaries |
| --- | --- |
In order to ensure the appropriateness of operations of the entire group, including subsidiaries, we will strive to establish a compliance system for the entire group.
| (6) | Matters<br>concerning the system for employees to assist the duties of corporate auditors, the independence of such employees from directors, and<br>the effectiveness of instructions to such employees |
|---|
Employees to assist the duties of corporate auditors shall be assigned when requested by corporate auditors, and the consent of the Board of Corporate Auditors shall be obtained with respect to the transfer, evaluation, etc. of such employees.
| (7) | Systems<br>for directors and employees to report to corporate auditors and other systems related to reporting to corporate auditors and other systems<br>to ensure that corporate auditors’ audits are conducted effectively. |
|---|---|
| ① | Directors<br>and employees of the Company and its subsidiaries shall immediately report to the Company’s corporate Auditors if they discover any fact<br>that may cause significant damage to the Company. |
| --- | --- |
| ② | Corporate<br>auditors shall attend meetings of the Board of Directors and other important meetings, and receive reports from the directors and other<br>relevant personnel of the Company and its subsidiaries on the status of execution of their duties. |
| --- | --- |
| ③ | Corporate<br>auditors may inspect important documents related to the execution of business operations, such as approval documents, and may request<br>explanations from directors and employees of the Company and its subsidiaries. |
| --- | --- |
| ④ | Corporate<br>auditors and representative directors shall hold periodic meetings to exchange opinions in order to promote mutual communication. |
| --- | --- |
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| (8) | System<br>to ensure that persons reporting to auditors are not subject to any disadvantageous treatment because of such reporting |
|---|
The Company and its subsidiaries shall prohibit any disadvantageous treatment of any person who reports to the Corporate Auditors by reason of such report, and shall make such prohibition known to all employees.
| (9) | Matters<br>concerning procedures for prepayment or reimbursement of expenses incurred in the execution of duties by corporate Auditors and other<br>policies concerning the treatment of expenses or liabilities incurred in the execution of such duties |
|---|
The Company shall promptly comply with any request by a corporate auditor for prepayment or reimbursement of expenses incurred in the performance of his/her duties.
| (10) | Basic<br>policy on elimination of antisocial forces and status of its development |
|---|
For sound corporate management, our basic policy is to take a firm stand against antisocial forces and to have no relationship with them.
The General Affairs Department is in charge of dealing with antisocial forces, and the General Manager of the General Affairs Department is responsible for this department. In addition, the Company works closely with external organizations, including legal counsel, the police, and the Metropolitan Police Department’s Special Anti-Violence Countermeasures Association, to develop a system that enables the entire organization to respond promptly, collect information, and provide thorough employee education.
| 7. | Summary<br>of operation of the system to ensure the appropriateness of business |
|---|
The Company has established a system to ensure the appropriateness of its operations, and the Board of Directors continuously identifies and analyzes management risks and discusses measures to address them. Based on the results, the Company reviews internal rules and operations as necessary to improve the effectiveness of the internal control system. In addition to audits by corporate auditors, the Company has established a system that enables corporate auditors to monitor the status of business execution and compliance-related risks by attending important internal meetings. In addition, internal audits are conducted on a regular basis to verify that day-to-day operations do not violate laws, the Articles of Incorporation, or internal regulations.
10
Balance Sheet
(As of March 31, 2022)
(Unit: thousand yen)
| Assets | Liabilities | |||
|---|---|---|---|---|
| Subjects | Amounts | Subjects | Amounts | |
| 【Current assets】 | 12,184,402 | 【Current liabilities】 | 6,515,474 | |
| Cash and deposits | 2,141,700 | Accounts payable | 971,221 | |
| Accounts receivable trade | 5,130,335 | Short-term borrowings | 5,000,000 | |
| Merchandise inventories | 3,745,685 | Other payables | 283,751 | |
| Advances paid | 48,124 | Accrued expenses | 5,035 | |
| Prepaid expenses | 35,584 | Accrued corporate tax | 42,004 | |
| Employee advances | 3,938 | Advances received | 1,036 | |
| Accounts receivable | 98,359 | Deposit | 4,743 | |
| Temporary payment | 5,719 | Temporary receipt | 16,268 | |
| Consumption taxes receivable | 997,155 | Provisions for bonuses | 26,595 | |
| Allowance for doubtful accounts | (22,201 | ) | Provisions for allowance for point card certificates | 640 |
| Long-term borrowing Scheduled to be repaid within 1 year | 101,780 | |||
| 【Fixed assets】 | 2,676,026 | Contract liability | 11,074 | |
| Tangible fixed assets | 1,523,595 | Short-term lease debt accounting | 51,321 | |
| Buildings | 584,633 | 【Fixed liabilities】 | 2,716,906 | |
| Building and accessories | 392,935 | Long-term borrowings | 2,356,535 | |
| Structures | 34,624 | Deposit received for guarantee | 6,550 | |
| Vehicles & delivery | 32,249 | Long-term other payables | 124,260 | |
| Equipment, tools, equipment, and fixtures | 81,031 | Retirement benefit reserve | 21,187 | |
| Tangible leased assets | 157,948 | Lease debt | 100,046 | |
| Land | 464,107 | Asset retirement obligations | 108,326 | |
| Accumulated depreciation | (223,934 | ) | Total of debt | 9,232,381 |
| 【Intangible assets】 | 46,825 | Net assets | ||
| Intangible lease assets | 46,825 | 【Shareholders' equity】 | 5,628,036 | |
| 【Investments and other assets】 | 1,105,605 | Capital stock | 1,659,974 | |
| bankruptcy reorganization claim | 107,400 | Capital surplus | 1,408,991 | |
| Shares of affiliated companies | 40,000 | Capital reserve | 1,408,991 | |
| capital | 2,010 | Retained earnings | 2,559,070 | |
| Security deposit | 119,787 | Other retained earnings | 2,559,070 | |
| Deferred tax asset | 85,274 | Retained earnings brought- forward | 2,559,070 | |
| Guarantee deposits | 327,472 | 【Equity warrant】 | 11 | |
| Insurance reserve fund | 19,197 | |||
| Recycling deposit | 61 | |||
| Long-term prepaid expenses | 511,800 | |||
| Subsidiary stock | 0 | |||
| Allowance for doubtful accounts | (107,400 | ) | Total net assets | 5,628,047 |
| Total assets | 14,860,428 | Total liabilities and net assets | 14,860,428 |
11
Income Statement
(For the fiscal year beginning April 1, 2021 ended March 31, 2022)
(Unit: thousand yen)
| Subject | Amount | |||
|---|---|---|---|---|
| Sales | 25,655,250 | |||
| Cost of sales | 21,595,585 | |||
| Gross profit | 4,059,664 | |||
| Selling, general and administrative expenses | 3,352,921 | |||
| Operating income | 706,742 | |||
| Non-operating income | ||||
| Interest and dividends income | 28 | |||
| Foreign exchange gain | 158,038 | |||
| Miscellaneous income | 84,858 | 242,616 | ||
| Non-operating expenses | ||||
| Interest expense | 87,015 | |||
| Loan commission | 196,586 | |||
| IPO-related costs | 176,360 | |||
| Loss on valuation of subsidiary stock | 4,999 | |||
| Other expenses | 681 | 462,643 | ||
| Ordinary income | 486,715 | |||
| Extraordinary income | ||||
| Gain on sales of noncurrent assets | 773 | |||
| Others | 773 | |||
| Extraordinary loss | ||||
| Loss on sales of noncurrent assets | 936 | |||
| Loss on retirement of fixed assets | 3,856 | |||
| Others | 107,400 | 112,192 | ||
| Income before income taxes | 375,296 | |||
| Income taxes-current | 228,227 | |||
| Income taxes-deferred | (45,445 | ) | 182,782 | |
| Net income | 192,523 |
12
Statementof Changes in Net Assets
From April 1, 2021 to March 31, 2022
(Unit: thousand yen)
| Shareholders’ equity | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital surplus | Retained earnings | |||||||||||||||
| Other retained earnings | ||||||||||||||||
| Capital | Capital<br> reserve | Total<br> capital<br> surplus | Retained earnings brought forward | Total <br> retained earnings | Total <br> shareholders’ equity | Subscription warrant | Total net assets | |||||||||
| Balance on April 1, 2021 | 249,010 | - | - | 2,334,837 | 2,334,837 | 2,583,847 | - | 2,583,847 | ||||||||
| Cumulative effect of a change in accounting policy | 31,709 | 31,709 | 31,709 | 31,709 | ||||||||||||
| Balance at the beginning of the period after retroactive processing | 249,010 | - | - | 2,366,546 | 2,366,546 | 2,615,557 | - | 2,615,557 | ||||||||
| Fluctuations during the fiscal year | ||||||||||||||||
| Issuance of new shares | 1,410,963 | 1,408,991 | 1,408,991 | 2,819,955 | 2,819,955 | |||||||||||
| Net income | 192,523 | 192,523 | 192,523 | 192,523 | ||||||||||||
| Changes in items other than shareholders’ equity during the fiscal year (net amount) | 11 | 11 | ||||||||||||||
| Total fluctuations during the fiscal year | 1,410,963 | 1,408,991 | 1,408,991 | 192,523 | 192,523 | 3,012,479 | 11 | 3,012,490 | ||||||||
| Balance at the end of March 31, 2022 | 1,659,974 | 1,408,991 | 1,408,991 | 2,559,070 | 2,559,070 | 5,628,036 | 11 | 5,628,047 | ||||||||
| * | Amounts<br>less than one thousand yen are rounded down. | |||||||||||||||
| --- | --- |
13
IndividualNote Table
1.Notes to Significant Accounting Policies
| (1) | Valuation<br>standards and methods for securities |
|---|
Stocks of subsidiaries and affiliates -- Stated at cost based on the moving average method
| (2) | Valuation<br>standards and methods for inventories |
|---|
Cost method based on the moving average method -- The amount on the balance sheet is calculated by writing down the book value based on a decline in profitability.
| (3) | Depreciation<br>method for fixed assets |
|---|---|
| ① | Property, plant and equipment (excluding lease assets) -- Declining-balance<br>method (except for buildings acquired on or after April 1, 1998) Buildings (excluding annexed facilities) acquired on or after April<br>1, 1998 and annexed facilities and structures acquired on or after April 1, 2016 are depreciated using the straight-line method). |
| --- | --- |
The main supported years are as follows:
Buildings 38~50 years
Building ancillary equipment 6~18 years
Buildings 10~30 years
Vehicles 2~7 years
Tool and appliance spare parts 3~18 years
| ② | Leased assets |
|---|
Lease assets related to finance lease transactions that do not transfer ownership.
We use the straight-line method with the lease term as the useful life and the residual value is set as zero.
| (4) | Basis for provisions |
|---|---|
| ① | Allowance<br>for doubtful accounts |
| --- | --- |
The allowance for doubtful accounts is provided for possible losses on receivables based on the historical write-off ratio for general receivables and on the estimated amount of uncollectible receivables based on a case-by-case determination of collectability for specific receivables such as doubtful receivables.
| ② | Reward<br>and lead when gold |
|---|
To provide for the payment of bonuses to employees, the Company accrues an estimated amount of bonuses to be paid, corresponding to the current fiscal year.
| ③ | Retirement benefit reserve |
|---|
To provide for the payment of retirement benefits to employees, the Company records an amount recognized to have accrued at the end of the current fiscal year based on the retirement benefit obligation at the end of the current fiscal year. The retirement benefit obligation is calculated based on the required amount at the end of the fiscal year in accordance with the retirement benefit regulations.
| ④ | Allowance<br>for point card certificates |
|---|
The unused amount of points issued under the point system for the purpose of sales promotion is recognized based on the estimated future use of the points, which is based on the historical usage rate and other factors.
14
| (5) | Basis for recording revenues and expenses |
|---|
The Company’s principal business is the sale of cosmetics and household goods. The Company recognizes revenue from the sale of these products at the time of delivery because the Company believes that the customer obtains control of the products, and the performance obligation is satisfied at the time the products are delivered. Revenue is measured at the amount of consideration promised in the contract with the customer, less returns, discounts, and rebates. Consideration for transactions is received within one year of satisfaction of the performance obligation.
| (6) | Other important matters that form the basis for the preparation<br>of financial statements |
|---|
Accounting for consumption taxes
Consumption taxes are accounted for using the tax exclusion method.
2. Notes on Changes in Accounting Policies
Application of Accounting Standard for Revenue Recognition
Effective from the current fiscal year, the Company has applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 30, 2018). The accounting standard was applied retrospectively, and the cumulative effect of the change in accounting policy was reflected in the carrying amount of net assets at the beginning of the current fiscal year. As a result, the beginning balance of retained earnings in the statement of changes in net assets increased by 7,584,000 yen after retrospective application.
3. Notes to Revenue Recognition
| (1) | Decomposition of earnings |
|---|
The Company operates a wholesale and retail business and an e-commerce business for domestic and overseas markets, and the main types of goods or services in each business are daily necessities and sundries, cosmetics, and pharmaceuticals.
| (Unit: thousand yen) | |
|---|---|
| Sales of each business | Domestic wholesale 67,539 |
| Domestic EC 1,151,561 | |
| Domestic retail 1,227,716 | |
| Overseas wholesale 10,758,248 | |
| Overseas EC 12,450,183 | |
| (2) | Information that serves as a basis for understanding earnings |
| --- | --- |
It is as described in “Revenue and Expense Recording Standards” in “Notes on Matters Related to Important Accounting Policies”.
15
4. Note on balance sheet
| (Unit: thousand yen) | |
|---|---|
| (1) Assets provided as collateral and debt related to collateral | |
| Assets pledged as collateral | Land 464,107 |
| Building 567,434 | |
| Total 1,031,541 | |
| Debt related to collateral | Short-term borrowing 1,633,333<br><br> <br>Long-term borrowing 1,049,115 |
| Total 2,682,448 | |
| (2) Receivables from and payables to subsidiaries and affiliates | Accounts receivable 1,500 |
| Accounts payable 11,940 | |
| Advance payment trade 893 | |
| Advance money 209 | |
| (3) Monetary debt to directors | Other payables 3,645 |
| (4) Guaranteed liabilities | |
| The Company guarantees the borrowing obligations of other companies from financial institutions. | (Unit: thousand yen) |
| Shintai Co., Ltd. | Balance of debt guarantees received 35,720 |
5. Notes on income statement
Transaction volume with affiliated companies
Operating transaction amount
| (Unit: <br>thousand yen) | ||
|---|---|---|
| Transaction volume from operating transactions | ||
| Sales | 5,861 | |
| Purchase | 80,016 | |
| non-operating transaction amount | 16,392 |
6. Notes on the statement of changes in shareholders’ equity, etc.
Matters concerning the type and total number of issued shares on the last day of the current fiscal year
| Ordinary Shares | 36,250,054 |
|---|
16
7.Notes on tax effect accounting
Breakdown of deferred tax assets and deferred tax liabilities by major causes
| (Deferred<br> tax asset) | (Unit:<br> thousand yen) | |
|---|---|---|
| Accrued business<br> tax | 7,407 | |
| Accrued business office taxes | 475 | |
| Allowance for doubtful accounts | 39,690 | |
| Bonus reserve | 8,144 | |
| Point reserve | 196 | |
| Product deterioration write-down | 8,203 | |
| Asset retirement obligations | 12,403 | |
| Loss on valuation of subsidiary<br> stock | 1,531 | |
| Long-term prepaid expenses | 406 | |
| Retirement benefit reserve | 6,488 | |
| Contract<br> liability | 326 | |
| Total deferred tax assets | 85,274 | |
| (Deferred tax liability) | - | |
| Total deferred tax liabilities | - | |
| Net amount of deferred tax<br> assets | 85,274 |
8.Notes on financial products
| (1) | Matters<br> concerning the status of financial products |
|---|
Borrowings are used for working capital (mainly short-term) and capital investment funds (long-term).
| (2) | Matters<br> concerning the market value of financial products |
|---|
The balance sheet amount, market value and the difference between them as of March 31, 2022 (the settlement date for the current fiscal year) are as follows.
| (Unit<br> thousand yen) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance<br><br> sheet<br><br> amount | Market<br><br> price | Difference | ||||||
| (1) Cash and<br> deposits | 2,141,700 | 2,141,700 | - | |||||
| (2) Accounts receivable<br> trade | 5,108,675 | 5,108,675 | - | |||||
| (3) Accounts receivable | 97,819 | 97,819 | - | |||||
| Asset total | 7,348,194 | 7,348,194 | - | |||||
| (4) Accounts payable | (971,221 | ) | (971,221 | ) | - | |||
| (5) Short-term borrowing | (5,000,000 | ) | (5,000,000 | ) | - | |||
| (6) Other payables | (283,751 | ) | (283,751 | ) | - | |||
| (7) Short-term lease debt | (51,321 | ) | (51,321 | ) | - | |||
| (8) Long-term lease obligations | (100,046 | ) | (100,046 | ) | - | |||
| (9) Long-term other payables | (124,260 | ) | (124,260 | ) | - | |||
| (10) Long-term borrowing | (2,458,315 | ) | (2,449,789 | ) | 8,526 | |||
| Debt total | (8,988,914 | ) | (8,980,388 | ) | 8,526 |
17
(Note1) How to calculate the market value of financial products
Assets
| (1) | Cash<br> and deposits |
|---|
Since all of these are settled in a short period of time, the market value is close to the book value, so the book value is used.
| (2) | Accounts<br> receivable trade (3) Accounts receivable |
|---|
The value obtained by deducting the allowance for doubtful accounts from the book value is shown.
Negativebonds
| (4) | Accounts<br> payable (5) Short-term borrowings (6) Other accounts payables |
|---|
Since all of these items are settled in the short term, their fair value approximates their book value.
| (7) | Long-term<br> Debt |
|---|---|
| (8) | Short-term<br> lease obligations (9) Long-term other payables |
| --- | --- |
As for these, the book value is used as the market value because the amount recorded on the balance sheet and the actual value are not important.
| (10) | Long-term<br> debt |
|---|
The actual price of the above items is calculated by discounting the total value of principal and interest at the interest rate assumed when a new loan is made.
(Note2) Carrying amount of financial instruments whose fair value is extremely difficult to determine
(Unit: thousand yen)
| Balance<br> sheet amount | ||
|---|---|---|
| Subsidiary stock | 0 | |
| Shares of subsidiaries and affiliates | 40,000 |
Stocks of subsidiaries and affiliates are not subject to fair value disclosure because they have no market value and it is extremely difficult to determine their fair value.
18
9.Notes on transactions with related parties
(1) Not applicable to parent company and major corporate shareholders
| (2) Transactions<br> with subsidiaries and related parties | (Unit:<br> thousand yen) | ||||||
|---|---|---|---|---|---|---|---|
| Type | Name<br> of Company | Percentage<br> of<br><br> voting rights,<br><br> etc. held by the<br><br> Company | Relationship<br><br> with related<br><br> parties | Transaction<br> details | Amount<br> of<br><br> transaction | Accounts | Balance<br> at<br><br> the end of<br><br> year |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Subsidiary company | Tokyo<br><br> <br>Lifestyle<br> Co.,<br><br> <br>Ltd. | Ownership<br><br> <br>direct<br><br> <br>100% | Sales<br> of products<br><br> <br><br><br> <br>Consignment<br> of administrative services | Purchase<br><br> <br><br><br> <br>Miscellaneous<br> income | 66,263<br><br> <br><br><br> <br><br><br> <br><br><br> <br>12,272 | Accounts<br> receivable<br><br> <br><br><br> <br>Advance<br><br> <br>payment | 1,500<br><br> <br><br><br> <br><br><br> <br>893 |
| Affiliated company | Palpito Co., Ltd. | Ownership<br><br> <br><br><br> <br>40% | Merchandise<br> Sales<br><br> <br><br><br> <br>Purchase<br> of goods<br><br> <br><br><br> <br>Rent | Sales<br><br> <br><br><br> <br><br><br> <br>Purchase<br><br> <br><br><br> <br><br><br> <br>Miscellaneous<br> income | 5,861<br><br> <br><br><br> <br>13,753<br><br> <br><br><br> <br>4,119 | Accounts<br> payable<br><br> <br><br><br> <br>Advance<br> money | 11,940<br><br> <br><br><br> <br><br><br> <br>209 |
Transaction conditions and policy for determining transaction conditions, etc.
(Note1) Prices and other transaction conditions are determined by price negotiations, etc. taking into consideration market performance.
| (3) | Brother<br>companies, etc. |
|---|
Not applicable
| (4) | Officers<br>and major individual shareholders, etc. |
|---|
19
| (Unit: thousand<br> yen) | |||||||
|---|---|---|---|---|---|---|---|
| Type | Name<br> of Company | Percentage<br> of<br><br> voting rights,<br><br> etc. held by the <br><br> Company | Relationship<br><br> with related<br><br> parities | Transaction<br> details | Amount<br> of<br><br> transaction | Accounts | Balance<br> at the end of year |
| Companies in which major<br> shareholders (individuals) and their close relatives own a majority of voting rights, etc. | YST(HK) LIMITED | None | Purchase<br> of goods<br><br> <br><br><br> <br>Store<br> operating expenses<br><br> <br><br><br> <br>Publicity<br> or advertising expenses | Purchase<br><br> <br><br><br> <br>Outsourcing<br> cost<br><br> <br><br><br> <br>Advertising<br> expenses | 2,427<br><br> <br><br><br> <br>183,963<br><br> <br><br><br> <br><br><br> <br>236,541 | ||
| Companies in which major<br> shareholders (individuals) and their close relatives own a majority of voting rights, etc. | Tokyo Lifestyle Limited | None | Merchandise<br> Sales<br><br> <br><br><br> <br>Purchase<br> of goods | Sales<br><br> <br><br><br> <br>Purchase | 2,474,983<br><br> <br><br><br> <br>98 | Accounts<br> receivable trade | 768,193 |
| Companies<br>in which major shareholders (individuals) and their close relatives own a majority of voting rights, etc. | Shenzhen<br>Qingzhiliangpin Network Technology Co., Ltd. | None | Merchandise<br> Sales<br><br> <br><br><br> <br>Purchase<br><br> <br><br><br> <br>Service<br><br> <br><br><br> <br>Operating<br> expenses | Sales<br><br> <br><br><br> <br>Purchase | 51,198<br><br> <br><br><br> <br>8,941 | ||
| Affiliated company | Seihinkokusai Co., Ltd. | None | Merchandise<br> Sales<br><br> <br><br><br> <br>Purchase<br> of goods<br><br> <br><br><br> <br>Service<br><br> <br><br><br> <br><br><br> <br>Rental<br><br> <br><br><br> <br>Security<br> deposit<br><br> <br><br><br> <br>Guarantee | Sales<br><br> <br><br><br> <br><br><br> <br>Purchase<br><br> <br><br><br> <br><br><br> <br>Commission<br><br> <br><br><br> <br>Expenses<br> for rent of space, land, etc.<br><br> <br><br><br> <br>Miscellaneous<br> income | 2,480<br><br> <br><br><br> <br><br><br> <br>45,053<br><br> <br><br><br> <br>30,763<br><br> <br><br><br> <br>8,736<br><br> <br><br><br> <br><br><br> <br>1,400 | Accounts<br> receivable<br><br> <br>trade<br><br> <br><br><br> <br>Accounts<br> payable<br><br> <br><br><br> <br>Other<br><br> <br>payables<br><br> <br><br><br> <br>Prepaid<br> expenses<br><br> <br><br><br> <br>Accounts<br> receivable<br><br> <br><br><br> <br>Security<br> deposit *<br><br> <br><br><br> <br>Guarantee | 42<br><br> <br><br><br> <br><br><br> <br><br><br> <br>4,147<br><br> <br><br><br> <br><br><br> <br><br><br> <br>2,856<br><br> <br><br><br> <br><br><br> <br>2,540<br><br> <br><br><br> <br><br><br> <br>220<br><br> <br><br><br> <br><br><br> <br>84,000 |
| Affiliated company | Takuetsu Kokusai Co., Ltd. | None | Sale of goods | Sales | 730 |
Transaction conditions and policy for determining transaction conditions, etc.
(Note 1) Prices and other transaction conditions are determined by price negotiations, etc. in consideration of market performance.
20
10. Note on fixed assets used by leasing
In addition to the fixed assets recorded on the balance sheet, some office equipment, etc. are used under a finance lease contract that does not transfer ownership.
11. 1 Information of per share
| (Unit: yen) | ||
|---|---|---|
| (1) Net assets per share | 155.26 | |
| (2) Net income per share | 5.31 |
12. Other notes
The stated amount is rounded down to the nearest thousand yen.
Annexed specification
From April 1, 2021 to March 31, 2022
1. Details of property, plant andequipment and intangible assets (including those incurring depreciation expenses recorded in investments and other assets)
(Unit: thousand yen)
| Asset types | Book value <br> at the<br> beginning<br> of the fiscal year | Increase of<br> the fiscal year | Decreased<br> Amount of <br> the fiscal year | Amortization<br> of the fiscal year | Book<br> value at<br> the end of<br> the fiscal year | Accumulated<br> depreciation | Value to<br> acquire<br> at the<br> end of the fiscal year | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Property, plant and equipment | Building | 166,869 | 409,595 | - | 9,030 | 567,434 | 17,198 | 584,634 | |||||||
| Equipment attached to buildings | 196,527 | 139,490 | 3,856 | 25,765 | 306,396 | 86,540 | 392,936 | ||||||||
| structure | 2,345 | 31,844 | - | 1,075 | 33,113 | 1,510 | 34,624 | ||||||||
| Vehicles and transportation equipment | 13,048 | 16,284 | 6,369 | 8,675 | 14,287 | 17,962 | 32,249 | ||||||||
| Tools and equipment spare parts | 22,075 | 34,200 | - | 10,452 | 45,822 | 35,208 | 81,032 | ||||||||
| Land | 464,107 | - | - | - | 464,107 | - | 464,107 | ||||||||
| Tangible leased assets | 63,416 | 56,638 | - | 27,620 | 92,433 | 65,514 | 157,948 | ||||||||
| Total amount | 928,387 | 688,051 | 10,225 | 82,617 | 1,523,596 | 223,934 | 1,747,530 | ||||||||
| Intangible <br> fixed assets | Intangible lease assets | 28,123 | 33,168 | - | 14,465 | 46,825 | 36,556 | 83,382 | |||||||
| Total amount | 28,123 | 33,168 | - | 14,465 | 46,825 | 36,556 | 83,382 | ||||||||
| Investments and other <br> assets | Long-term prepaid expenses | 5,458 | 520,727 | - | 14,385 | 511,800 | |||||||||
| Total amount | 5,458 | 520,727 | - | 14,385 | 511,800 |
21
2. Details of provisions
(Unit: thousand yen)
| Subject | Balance at the beginning of the <br>fiscal<br> year | Increase <br><br>during the<br> fiscal year | Decrease <br><br>during the<br> fiscal year | Balance at <br><br>the end of<br> the fiscal year | ||||
|---|---|---|---|---|---|---|---|---|
| Allowance for doubtful accounts | 54,555 | 75,046 | - | 129,601 | ||||
| Allowance for bonuses | 17,733 | 26,595 | 17,733 | 26,595 | ||||
| Allowance for point card certificates | 756 | - | 116 | 640 | ||||
| Retirement benefit reserve | 14,231 | 6,956 | - | 21,187 |
3. Details of selling, general and administrative expenses
(Unit: thousand yen)
| Subject | Balance<br> at the end of current period | Summary |
|---|---|---|
| Advertising<br> expenses | 319,787 | |
| Sales<br> promotion expenses | 29,777 | |
| Packing<br> and freight charges | 1,305,186 | |
| Provision<br> for allowance for point card certificates | (115) | |
| Recruitment<br> and training expenses | 1,105 | |
| Loss<br> on disposal of inventory | 1,502 | |
| Officer’s<br> compensation or remuneration | 86,420 | |
| Salary<br> supplement | 320,516 | |
| Bonus | 32,864 | |
| Provision<br> for bonuses | 26,595 | |
| Legal<br> welfare expenses | 53,981 | |
| Welfare<br> expense | 5,886 | |
| Depreciation<br> and amortization | 96,529 | |
| Repair<br> expense | 6,573 | |
| Health<br> expenses | 4,666 |
22
| Office<br> supplies | 33,490 |
|---|---|
| Utilities<br> charge | 18,411 |
| Travel<br> expenses | 28,329 |
| Commission | 753,642 |
| Taxes<br> and public dues | 10,904 |
| Entertainment<br> expenses | 26,638 |
| Insurance<br> premium | 10,203 |
| Postage | 5,740 |
| Sundry<br> expenses | 325 |
| Vehicle<br> expenses | 6,424 |
| Allowance<br> for doubtful accounts | (32,354) |
| Lease<br> payment | 12,899 |
| Expenses<br> for rent of space, land, etc. | 145,897 |
| Advisory<br> fee | 11,685 |
| Conference<br> expenses | 437 |
| Miscellaneous<br> expenses | 94 |
| Retirement<br> benefit expenses | 6,956 |
| Amortization of security deposits and guarantee | 2,368 |
| Amortization<br> of long-term prepaid expenses | 14,385 |
| Donation | 5,162 |
| Selling,<br> general and<br><br> administrative expenses | 3,352,921 |
23 ****